Filing of Financial Statements Under Companies Act 2013: A Comprehensive FAQ-Based Compliance Guide
Introduction
The Companies Act, 2013 establishes a structured and time-bound framework governing the preparation, approval, audit, adoption, and filing of financial statements. Every company operating in India must adhere to this framework to maintain statutory compliance and ensure transparency in its financial reporting. This guide addresses frequently asked questions on the subject, covering not only the standard filing requirements but also practical scenarios involving unadopted, unaudited, or unfiled financial statements where the Annual General Meeting (AGM) could not be held or was delayed.
Understanding "Financial Statements" Under the Companies Act, 2013
What does the term "financial statements" mean?
Before examining the compliance obligations in detail, it is essential to understand what constitutes "financial statements" under the law. Section 2(40) of the Companies Act, 2013 defines "financial statements" to include the following components:
- Balance Sheet as at the close of the financial year
- Statement of Profit and Loss (or Income and Expenditure Account in the case of not-for-profit entities)
- Cash Flow Statement for the financial year
- Statement of Changes in Equity, wherever applicable
- Explanatory notes forming part of the above financial documents
Important Proviso: One Person Companies, small companies, dormant companies, and private companies that qualify as start-ups are not required to include a Cash Flow Statement in their financial statements.
Explanation (as per the Act): For the purposes of this Act, the term "start-up" or "start-up company" means a private company incorporated under the Companies Act, 2013 or the Companies Act, 1956 and recognised as a start-up in accordance with the notification issued by the Department of Industrial Policy and Promotion, Ministry of Commerce and Industry.
Note: Critically, neither the Auditor's Report nor the Board's Report forms part of the definition of "financial statements" under
Section 2(40). However, both documents are required to be attached to the financial statements under separate provisions of the Act.
Board Approval and Signing of Financial Statements
Is Board approval mandatory before submitting financial statements to auditors?
Yes. Under Section 134(1) of the Companies Act, 2013, financial statements — including consolidated financial statements, where applicable — must first receive the approval of the Board of Directors before they are signed and forwarded to the statutory auditors for their report. This is a mandatory pre-condition and cannot be bypassed.
Who is authorised to sign the financial statements?
As per Section 134(1) of the Companies Act, 2013, the financial statements must be signed on behalf of the Board by the following persons:
- The Chairperson of the company, provided such authority has been delegated by the Board; or
- A minimum of two directors, one of whom must be the Managing Director (where one exists)
In addition to the above, the following officers, wherever appointed, must also sign the financial statements:
- Chief Executive Officer (CEO)
- Chief Financial Officer (CFO)
- Company Secretary (CS)
Special Rule for One Person Companies: In the case of a One Person Company, the financial statements need to be signed by only one director.
Board's Report — Preparation, Signing, and Attachment
Is the Board's Report required to be attached to the financial statements?
Yes. Section 134(3) of the Companies Act, 2013 mandates that the Board of Directors prepare a report covering all prescribed matters as specified in clauses (a) to (q) of Section 134(3), including the Director's Responsibility Statement. This Board's Report must be attached to every financial statement laid before the company at the general meeting.
Who must sign the Board's Report?
As per Section 134(6) of the Companies Act, 2013, the Board's Report and all its annexures shall be signed as follows: